2015-393-E HR - UnitedHealthCare (UHC) for UHC Application for Excess Loss Insurance Policy $1,265,095

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DocuSign Envelope ID: EE765B38-37EF-4402-B4E9-8B82F98E2EE8 GENERAL PROVISIONS ADMINISTRATOR The Policyholder may retain an Administrator to act as an agent for the Policyholder in performing any or all of the duties as designated by the Policyholder. Without waiving any of its rights under this Policy, and without making the designated Administrator a party to this Policy, the Company agrees to recognize the Administrator as an agent of the Policyholder. The Policyholder will immediately notify the Company in writing if the agreement between the Policyholder and the Administrator terminates. ASSIGNMENT The Policyholder may not assign the Policyholder's interest in or reimbursement under this Policy,and the Company will not recognize any such assignment. AUDITS The Company will have the right: (a) to inspect and audit all records and procedures of the Policyholder and Administrator, developed and maintained for the Plan, that are applicable to the administration of this Policy; and (b) to require, upon request, proof satisfactory to the Company that Payment has been made to the Covered Person or the provider of such services or benefits which are the basis for any Loss by the Policyholder hereunder. CHANGES TO THE PLAN DOCUMENT If the Plan Document in effect on the Effective Date is subsequently amended,notice of the amendment will be given to the Company prior to the effective date of the change. If the Company does not give written acceptance of the amendment, the Company will only provide coverage under this Policy consistent with the Plan Document prior to amendment.The Company's reimbursement will be made according to the amended Plan,once the notice is received and accepted. CHANGES TO THE POLICY Only the President, a Vice President, or the Secretary of the Company have the authority to alter this Policy,or to waive any of the Company's rights and then only in writing.No such alteration of this Policy shall be valid unless endorsed and attached to this Policy.No agent,broker,or Administrator has the authority to alter this Policy or to waive any of its provisions. CLERICAL ERROR Clerical errors, whether by the Policyholder or by the Company, in keeping or transmitting any records pertaining to the coverage, will not invalidate or limit coverage otherwise validly in force nor continue coverage otherwise validly terminated. Clerical error does not include any failure of the Policyholder, the Administrator or any agent of the Policyholder: (a) to comply with the requirements relating to notice of claims or payment of claims; or(b)to disclose underwriting information requested by the Company,whether or not intentional and regardless of the actual knowledge of the person providing the information. CONFORMITY WITH LAW If any provision of this Policy is contrary to any law to which it is subject, such provision is hereby amended to conform to the minimum requirements of such law. ENTIRE CONTRACT The Entire Contract between the Company and the Policyholder will consist of this Policy, Schedule of Benefits, application, approved amendments or endorsements, and a copy of the Plan Document,which is on file with the Company. INSOLVENCY Nothing in this Policy shall either relieve an insolvent or bankrupt Policyholder from the obligation to pay premiums when due or delay or abate cancellation of this Policy for failure to do so. The insolvency, bankruptcy, financial impairment, receivership, voluntary plan of arrangement with creditors, or dissolution of the Policyholder or the Policyholder's Administrator will not impose upon the Company any liability other than the liability defined in this Policy. In particular, the insolvency of the Policyholder will not make the Company liable to the creditors of the Policyholder,including Covered Persons under the Plan. LEGAL ACTION The Policyholder cannot file suit until ninety (90)days after the date on which proof of loss is given to the Company. The Policyholder cannot file suit more than three (3)years after the date on which the Policyholder must give the Company proof of Loss. LIABILITY The Company will have neither the right nor the obligation under this Policy to directly pay any Covered Person or provider of professional or medical services. The Company's sole liability is to the Policyholder,subject to the terms and conditions of this Policy.Nothing in this Policy shall be construed to UHIELIP-NC(07/06) 7 GEN